-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMYWr2U7XCCoQPmAA8m+U4/MZymTGT6rkCcaBNdqdDaVpTqkWGIn/1L5xDlDxXkC RhaecmJFuRadwhJ9/UW0ag== 0000950152-99-000037.txt : 19990106 0000950152-99-000037.hdr.sgml : 19990106 ACCESSION NUMBER: 0000950152-99-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNC BANK CORP CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09718 FILM NUMBER: 99500900 BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15265 BUSINESS PHONE: 4127621553 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: FIFTH AVENUE & WOOD STREET CITY: PITTSBURGH STATE: PA ZIP: 15265 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 PNC BANK CORP. CURRENT REPORT ON FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 December 23, 1998 ------------------------------------------------ Date of Report (Date of earliest event reported) PNC BANK CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-9718 PENNSYLVANIA 25-1435979 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One PNC Plaza 249 Fifth Avenue Pittsburgh, Pennsylvania 15222-2707 ---------------------------------------- (Address of principal executive offices) (Zip Code) (412) 762-1553 ---------------------------------------------------- (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS Developments Regarding Credit Card Business On December 23, 1998, PNC Bank Corp. ("Corporation") announced a definitive agreement to sell its credit card business, including PNC National Bank, Wilmington, Delaware, to MBNA Corporation. The Corporation will receive a 15 percent premium on outstanding credit card receivables of approximately $2.9 billion. The transaction is expected to close in the first quarter of 1999, subject to regulatory approvals, and is expected to result in the recognition of a substantial gain. A copy of the press release issued by the Corporation is attached hereto as Exhibit 99 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The exhibit listed on the Exhibit Index on page 3 of this Form 8-K is filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PNC BANK CORP. (Registrant) Date: January 5, 1999 By: /s/ Robert L. Haunschild -------------------------- Robert L. Haunschild Senior Vice President and Chief Financial Officer 2 3 EXHIBIT INDEX 99 Press release issued by the Corporation on December 23, 1998 with respect to the announcement of the definitive agreement for MBNA Corporation to acquire the credit card business of the Corporation, filed herewith. 3 EX-99 2 EXHIBIT 99 1 EXHIBIT 99 News Release PNCBANK CONTACTS: PNC MEDIA: MBNA MEDIA/INVESTORS: - ---------- --------------------- Jonathan Williams Brian Dalphon (412) 762-4550 (800) 362-6255 jonathan.williams@pncbank.com PNC INVESTORS: - -------------- William H. Callihan (412) 762-8257 invrela@pncmail.com PNC TO SELL CREDIT CARD BUSINESS TO MBNA PITTSBURGH, Dec. 23, 1998--PNC Bank Corp. (NYSE: PNC) and MBNA Corporation (NYSE: KRB) today announced that they have reached a definitive agreement for MBNA to acquire the credit card business of PNC Bank, including PNC National Bank, Wilmington, Del., the specialized credit card issuing bank for PNC. PNC will receive a 15 percent premium on outstanding credit card receivables of approximately $2.9 billion and 3.3 million accounts. The sale includes AAA-branded affinity credit card accounts. The transaction is expected to close in the first quarter of 1999, subject to regulatory approvals, and is expected to result in the recognition of a substantial gain for PNC shareholders. MBNA has also entered into long-term agreements with both PNC Bank, N.A., and AAA. MBNA will market credit card products to the 3.3 million households served by PNC and the 36 million members of AAA. PNC will continue to market an extensive array of other consumer loan and deposit products to AAA members nationwide through PNC Bank, FSB. The AAA Financial Services program has been very successful and continues to expand, including the establishment of 30 PNC Bank, FSB sales offices in AAA club locations nationwide. "First and foremost, this transaction reflects our overriding commitment to creating maximum value for our shareholders," Thomas H. O'Brien, chairman and chief executive officer of PNC Bank Corp., said. "The premium we will receive recognizes 2 PNC to Sell Credit Card Business to MBNA - Page 2 our success in building an extremely valuable credit card organization in a relatively short period of time. But it is our belief that ongoing investments would be needed to achieve the scale necessary to compete long-term in a rapidly consolidating industry. We feel that our shareholders would be better served if we invest instead in some of our other high-performing businesses, which are better positioned for future growth. We believe our customers will be well served by this transaction because of MBNA's extremely high reputation for customer service." "This represented a unique opportunity to acquire a high-quality portfolio," said Charlie Cawley, chief executive officer of MBNA America Bank. "The endorsements by PNC Bank and the AAA present excellent marketing opportunities. Both are high-quality organizations with very loyal customers." Ed Feder, chief executive officer of AAA Financial Services Corp., the financial services arm of AAA, said "We are extremely pleased with our partnership with PNC and expect that our AAA credit card holders will be well-served by MBNA, one of the nation's leading credit card issuers. We, PNC Bank and MBNA are excited about the future for the financial services products we provide to our membership. We'll be working with both parties to assure we continue to deliver excellent value and service for 36 million AAA members in the United States." MBNA Corporation (NYSE: KRB), a bank holding company and parent of MBNA America Bank, N.A., a national bank, has $56.3 billion in managed loans. MBNA, the largest independent credit card lender in the world, also provides retail deposit, consumer loan, and insurance products. PNC Bank Corp., headquartered in Pittsburgh, is one of the largest diversified financial services organizations in the United States. Its major businesses include National Consumer Banking, Regional Community Banking, Private Banking, Secured Lending, Asset Management and Servicing, Corporate Banking and Mortgage Banking. # # # Visit PNC Bank on the World Wide Web at http://www.pncbank.com Our SEC reports, accessible on our website, identify factors that can affect forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----